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GPUwerk Platform Partner Agreement

Version 6 · 22 October 2026

This is the text GPUwerk Platform partners accept in the partner console, which records the version each partner accepted.

Partner terms: Partner Agreement (version 6) · Self-billing Agreement (version 2) · Partner Data Processing Annex (version 3) · Partner Renter Terms Annex (version 3)

Changed from version 5: new clause 4.6 and clause 11.5. Every listed Node takes every renter GPUwerk places on it: paid, trial and promotional usage, and renters in any location, in the EEA and outside it. The Partner Data Processing Annex changes like the rest of these terms.

1. Parties

1.1 PRINT IT! SE, VAT ID CZ06960090, operating the GPUwerk service ("GPUwerk").

1.2 The partner identified in the partner account on platform.gpuwerk.com ("Partner"), with the legal name, country, address and VAT ID (if any) it gives when it accepts this agreement, and the registration number and other business details it completes later in the partner console (clause 6.8). The Partner confirms those details are true and will report any change within 5 days.

1.3 The Partner accepts this agreement, the Partner Renter Terms Annex, the Self-billing Agreement and the Partner Data Processing Annex together, once, in the partner console, giving the details in clause 1.2 and the name of the person accepting and, for a business, that person's role. GPUwerk records the version and SHA-256 of each text, the signer's name and role, the time and the IP address. The agreement takes effect on that acceptance. GPUwerk decides whether to list each Node (clause 4.0) and may end the agreement under clause 8, in each case with a statement of reasons. A Partner whose account was created by buying a Hosted Machine (Schedule A) submits no application: it accepts the same documents, except the Partner Data Processing Annex, which does not apply to Hosted Machines, in the partner console, with the same record, and the agreement takes effect on that acceptance. A Partner whose account was created by asking GPUwerk to host a Sent-in Machine (Schedule B) accepts this agreement with that request, and accepts the Partner Renter Terms Annex and the Self-billing Agreement in the partner console, with the same record. A Partner whose acceptance did not include the Partner Data Processing Annex accepts it as clause 11 provides; GPUwerk places renters on its Nodes under clause 4.6 in the meantime.

2. What the Partner provides

2.1 The Partner runs its own business of providing compute capacity, except as Schedule A, clause A1.5, provides for owners of Hosted Machines. It makes one or more NVIDIA DGX Spark class machines that it owns outright ("Nodes") available to GPUwerk. A Node is either:

Where a clause says it applies to Partner-premises Nodes only, it does not apply to Hosted Machines.

2.2 GPUwerk buys that capacity and supplies the software, marketplace, billing and support through which renters use it.

2.3 Nothing in this agreement makes the Partner an employee, agent or dependent representative of GPUwerk, and GPUwerk has no premises, staff or fixed place of business at the Partner's site or at the site of any Partner-premises Node.

2.4 Eligibility and sanctions. The Partner may be resident or established in any country, and a Partner-premises Node may be located in any country, except a country or region that GPUwerk does not accept because of sanctions: a country or region under an EU or US embargo or comprehensive sanctions ("Restricted Country"). GPUwerk keeps the list up to date and publishes it in the partner console; on the date of this version it covers Russia, Belarus, Iran, North Korea, Syria, Cuba and the Russian-occupied regions of Ukraine. The Partner represents, when it accepts this agreement and for as long as it runs, that:

The Partner tells GPUwerk at once if any of this stops being true. The list of Restricted Countries is GPUwerk's own risk policy. GPUwerk applies it as its own commercial decision, not to comply with a sanctions law of a country outside the European Union.

2.5 GPUwerk does not advise the Partner on, and does not check, whether taking part is allowed or how it is treated under the law of the Partner's country or of the country where a Node is located. The Partner is responsible for any licence, registration or permit needed there.

3. Enrollment and the locked operating system

3.1 Enrolling a Node wipes its storage and installs the GPUwerk operating system. While the Node is listed the Partner has no local login or shell on it; the Partner can use it only through GPUwerk as a renter, under clause 5.6.

3.2 The Partner permits GPUwerk to install, update and remotely operate that operating system, and to verify the Node's boot state by TPM attestation.

3.3 The operating system GPUwerk installs and runs on the Node includes NVIDIA DGX OS software. The Partner, as owner of the Node, accepts the NVIDIA DGX OS software licence terms for that software, published at https://docs.nvidia.com/dgx/dgx-spark/eula.html, in the version current when the software is installed or updated. GPUwerk's install media therefore asks no licence question on the Node.

3.4 The Partner will not tamper with the Node, its firmware or its operating system, and will not attempt to inspect, copy or interfere with any renter workload or data. A breach allows GPUwerk to suspend the Node immediately and to withhold earnings tied to the breach (clause 8.3).

3.5 The Partner may leave at any time (clause 9) and then restore the stock operating system with the manufacturer's recovery medium.

3.6 For a Hosted Machine, GPUwerk installs and maintains the operating system itself and the Partner performs no enrollment, attestation or recovery step; clauses 3.1, 3.2 and 3.5 are replaced by Schedule A. Clauses 3.3 and 3.4 apply.

4. Listing, availability and maintenance

4.0 GPUwerk lists a Partner-premises Node for rent once the Partner has accepted this agreement, the Node has passed GPUwerk's attestation and burn-in tests, and GPUwerk has approved it. GPUwerk may decline or delay a listing, for example while it does not need more capacity or while a country is on hold for tax reasons, and tells the Partner why. Listing does not depend on the steps in clause 6.8.

4.1 There is no minimum listing period. The Partner may unlist a Node at any time in the partner console, and the unlisting takes effect immediately (clause 9.1).

4.2 The Partner keeps the Node powered and connected. GPUwerk measures a reliability score (uptime while listed and provisioning success over a rolling 30 days). Below 97% GPUwerk warns the Partner; below 95% the Node may be withdrawn from rental until reviewed.

4.3 Planned maintenance is booked at least 48 hours ahead, lasts at most 8 hours, and cannot start while the Node is rented.

4.4 Time a Node is unavailable during a rental is not charged to the renter and earns the Partner nothing. If the Node is unreachable for more than 15 consecutive minutes during a rental, clause 5.4 applies instead.

4.5 Clauses 4.1 to 4.3 and the second sentence of clause 4.4 apply to Partner-premises Nodes only. For Hosted Machines, listing, unlisting, maintenance and availability are governed by Schedule A.

4.6 GPUwerk may place any renter on a listed Node: renters with paid, trial or promotional usage (clause 5.2), and renters in any location, including renters who choose a Node's country outside the EEA. The Partner does not choose or refuse renters.

5. Earnings

5.1 For each hour of usage GPUwerk charges a renter for a Node, the Partner earns 70% of the amount actually charged, including charged hold time.

5.2 Trial usage (the free trial hours GPUwerk gives new renters) and usage funded by promotional credit (top-up bonuses, referral credit, discounts and credit granted by GPUwerk) may run on Partner Nodes; the Partner provides that usage free of charge and earns nothing on it. A renter's paid credit is always counted as spent before its promotional credit.

5.3 A refund or chargeback on a renter payment reverses the matching earnings through a corrective document.

5.4 A rental is one renter instance's use of a Node, from when it is placed on the Node until it ends. A rental is forfeited if, while it runs:

A forfeited rental ends at once and is no longer charged. The Partner loses the earnings of the last 24 hours of that rental, counted back from when it was forfeited; earnings for earlier hours of the same rental are kept. GPUwerk credits the renter everything that rental was charged and bears the part not reversed from the Partner. Reversed earnings that were already on a statement are corrected through a corrective document. A rental the renter ends, or that ends for the renter's own reasons (for example, running out of credit), is never forfeited.

5.5 After a forfeit under 5.4(a) or (b), the renter's workspace stays on the Node for 24 hours, so the renter can copy data off if the Node is reachable. That time is not charged and earns nothing. GPUwerk then wipes the workspace. After a forfeit under 5.4(c) GPUwerk may wipe it at once.

5.6 While a listed Node is idle, the Partner's owner or an operator on the partner account may rent it through GPUwerk at no charge, in an isolated instance like any renter. That use earns nothing. While it lasts the Node is not offered to any other renter, and GPUwerk does not end it because another renter needs the Node.

5.7 The first sentence of clause 5.2, and clauses 5.4, 5.5 and 5.6, apply to Partner-premises Nodes only. Clauses 5.1, 5.3 and the rest of 5.2 apply to Hosted Machines as set out in Schedule A.

5.8 GPUwerk does not promise or guarantee any number of rented hours, any level of earnings or any renter price. How much a Node is rented depends on demand and on GPUwerk's placement of renters.

6. Statements and payment

6.1 Earnings are settled monthly by a self-billing statement issued by GPUwerk under the separate Self-billing Agreement, which forms part of this agreement. Statements are always in EUR.

6.2 Payouts are made through Stripe Connect. To be paid, the Partner opens a Stripe account connected to GPUwerk's platform, in the partner console, and completes Stripe's onboarding. Stripe verifies the Partner's identity and the bank account it pays out to, under Stripe's own terms, which the Partner accepts with Stripe. GPUwerk does not see or store the Partner's full bank details. Separately, GPUwerk verifies the identity of the Partner's account owner before the first payout (clause 6.8(c)).

6.3 Within 30 days of the end of the month the earnings relate to, GPUwerk transfers the EUR total due to the Partner's connected Stripe account. Stripe then pays it out to the Partner's bank account, in the currency of that account and on Stripe's payout schedule, under Stripe's terms. Amounts below EUR 20 roll over to the next month. The minimum is measured on the EUR total, whatever the currency the Partner is paid in. GPUwerk's payment obligation is met when the amount is credited to the Partner's connected Stripe account. This does not limit the rights of a Partner that is a consumer under mandatory law.

6.4 Any conversion from EUR to the currency of the Partner's bank account is made by Stripe, at Stripe's rate and under Stripe's terms. The amount owed remains the EUR total on the statements, and the Partner bears the exchange risk and any conversion charge. Fees Stripe charges the Partner under its own terms are for the Partner; any other Stripe fee for the transfer to the connected account is for GPUwerk. Where Stripe cannot pay out to the Partner's country or bank, clause 6.5 applies.

6.5 Earnings that cannot be paid because the Partner has not completed Stripe onboarding, or has not completed a step in clause 6.8, or because Stripe cannot pay out to the Partner's country or bank, stay owed to the Partner, are held for it, and are paid when a payout becomes possible, subject only to the statutory limitation period. GPUwerk never pays them to a third party. Until GPUwerk offers Stripe onboarding in the partner console, or while a payout through Stripe is not possible, GPUwerk may instead pay the EUR total by bank transfer to a payout account in the Partner's name that GPUwerk has verified. That payment discharges GPUwerk for the amount paid, and clauses 6.6 and 6.7 apply to that account.

6.6 After the Partner connects a different Stripe account, or changes the bank account Stripe pays out to, no transfer is made until 14 days after the change has been notified to GPUwerk and the new account has been verified. GPUwerk may ask the Partner to confirm the change by another channel.

6.7 GPUwerk transfers only to a connected Stripe account held in the Partner's name, paying out to a bank account in the Partner's name. For a Partner registered as a Czech VAT payer, that bank account must also be published for it in the Czech VAT payer register, and GPUwerk may hold a payment while it is not.

6.8 Before the first payout. GPUwerk makes a payout to the Partner only once:

Until then earnings accrue, are shown on the monthly statements, and stay owed to the Partner under clause 6.5. The period in clause 6.3 for the earnings of a month runs from the end of that month or from the day (a) to (d) are all complete, whichever is later. The partner console shows which step is open. GPUwerk may repeat (b) and (c) when the account owner changes or when it has a reason to doubt a result.

7. Taxes

7.1 Each party is responsible for its own taxes. The Partner handles its own income tax and any registration or reporting duties in its country, wherever that is, and in any other country where a Node is located if that country's law requires it.

7.2 VAT treatment of the Partner's supply is set out in the Self-billing Agreement and, for Hosted Machines, in Schedule A, clause A3.7.

7.3 GPUwerk pays the amounts due without deduction, unless the law requires GPUwerk to withhold tax. If it does, GPUwerk withholds and pays the tax to the authority, states it on the statement or payment notice, and gives the Partner the confirmation the law provides for. GPUwerk does not gross up the amount. For a Hosted Machine, which is located in the Czech Republic, the rent paid to a Partner that is not tax resident in the Czech Republic is, as GPUwerk understands it, Czech-source income from the use of a movable thing located in the Czech Republic, from which Czech law requires GPUwerk to withhold income tax (currently 15%, or 35% for residents of some states outside the EU, or a lower rate under a tax treaty if the Partner gives GPUwerk a certificate of tax residence and a beneficial-owner statement before the payment). The Partner tells GPUwerk its country of tax residence, and any change. For a Partner-premises Node, GPUwerk withholds only where Czech law requires it. Where Czech law treats a payment differently from this clause, GPUwerk follows the law and tells the Partner.

8. Suspension and termination

8.1 The Partner may end this agreement at any time, with immediate effect; its Nodes are then unlisted under clause 9.1. GPUwerk may end it with 30 days' notice and a statement of reasons.

8.2 GPUwerk may suspend or end the agreement immediately, with a statement of reasons, for tampering, fraud, a sanctions match, or repeated reliability breaches.

8.3 Earnings tied to a breach under 8.2 may be withheld; all other earnings are paid in the ordinary cycle.

8.4 A sanctions match includes a representation under clause 2.4 becoming untrue. Where sanctions law forbids a payment to the Partner, GPUwerk withholds it for as long as the law requires, and this is not a breach by GPUwerk.

8.5 For a Hosted Machine, the end of this agreement (by either party, or under clause 8.2) ends the lease under Schedule A. The machine remains the Partner's property and is unlisted, and Schedule A, clause A7, applies to its housing, shipping or collection. For a Sent-in Machine, Schedule B, clauses B8 and B9, apply as well.

9. Leaving

9.1 A Node the Partner unlists takes no new rental from that moment. If it is not rented, it is unlisted immediately. If it is rented, the rental is ended at the same time and forfeited under clause 5.4; the Node stays paused for the 24 hours of clause 5.5 and is then unlisted. This clause applies to Partner-premises Nodes only.

9.2 GPUwerk keeps records required by law (including tax documents for 10 years) and deletes the Node's credentials from its systems.

10. Liability

10.1 The Nodes, their power and their connection remain the Partner's property and risk. A Hosted Machine is the Partner's property from its Assignment; risk, and GPUwerk's liability while it houses the machine, are allocated by Schedule A, clause A5. A Sent-in Machine is always the Partner's property; risk and liability are allocated by Schedule B, clauses B3 to B5.

10.2 GPUwerk's liability under this agreement is capped at the earnings paid to the Partner in the preceding 12 months, except where the law does not allow a cap, and except for loss of or damage to a Hosted Machine or a Sent-in Machine, which Schedule A, clause A5, and Schedule B, clause B5, govern. The cap does not apply to a Partner that is a consumer, or to harm caused intentionally or by gross negligence.

11. Changes to these terms

11.1 GPUwerk announces a new version of this agreement, of the Partner Renter Terms Annex or of the Self-billing Agreement in the partner console, and may also tell the Partner's account owner by email. The announcement names the clauses that differ and the date the new version takes effect: at least 15 days after the announcement, and at least 30 days after it for a change to Schedule A or Schedule B. Changes to the housing fee follow clause A6.4.

11.2 A Partner that does not agree may, before that date, unlist its Nodes and end this agreement under clause 8.1, or end the lease, or ask for its Hosted Machine to be shipped or collected under Schedule A, clause A7.

11.3 A Partner that still has a machine on the platform on that date, or adds one after it, accepts the new version by that conduct. GPUwerk records the acceptance with the version and SHA-256 of each text and the date. The Partner may also accept the new version earlier in the partner console.

11.4 Clause 11.3 does not apply to a Partner that is a consumer. A new version applies to it only once it accepts it in the partner console; until then the version it last accepted continues to apply.

11.5 The Partner Data Processing Annex, and each new version of it, is changed and accepted in the same way as this agreement (clauses 11.1 to 11.4).

12. Governing law

12.1 Czech law governs this agreement. The courts of the Czech Republic have jurisdiction.

12.2 Where the Partner is a consumer, clause 12.1 does not take away the protection of the mandatory law of the country where it is habitually resident, or its right to sue and be sued in the courts of that country.

SCHEDULE A: HOSTED MACHINES

A1. Scope

A1.1 This Schedule applies to each Hosted Machine: a machine with an NVIDIA GB10 Superchip that the Partner bought from GPUwerk to be hosted by GPUwerk, of a model whose entry in GPUwerk's catalog was marked eligible for hosting when the Partner ordered it. GPUwerk's store and checkout show which models are eligible. A machine of any other model, and a machine the Partner did not buy from GPUwerk, is not a Hosted Machine; Schedule B governs such a machine when the Partner sends it in. The machine is bought under the terms of sale for hosted machines that GPUwerk showed the Partner when it ordered the machine (the "PGX Terms"). The order, the advance payment, the sale, VAT on the sale, and shipping are governed by the PGX Terms. This Schedule governs the lease of the machine to GPUwerk, its housing and operation, and the Partner's earnings from it, and prevails over the PGX Terms on those matters.

A1.2 For a Hosted Machine the following do not apply: clause 2.1(a); clauses 3.1, 3.2 and 3.5; clauses 4.1 to 4.3 and the second sentence of clause 4.4; the first sentence of clause 5.2; clauses 5.4, 5.5 and 5.6; and clause 9.1. The Partner has no duty to provide premises, power, an internet line, a home network, a declared line speed or TPM attestation for a Hosted Machine, and no reliability score is kept against it.

A1.3 The Partner Renter Terms Annex does not apply to a Hosted Machine. Renters use it under GPUwerk's ordinary customer terms, like GPUwerk's own DGX Spark machines.

A1.4 Assignment. "Assignment" means GPUwerk recording the serial number of a machine it has received in its datacenter against the Partner's order, as the PGX Terms provide. Ownership of that machine passes to the Partner on Assignment; for a consumer, Assignment is completed by the takeover the PGX Terms provide for. Before Assignment the Partner owns no machine, nothing is leased to GPUwerk, no earnings accrue and no housing fee is charged.

A1.5 A Partner that owns only Hosted Machines need not run a business, and may be a consumer. For such a Partner the first sentence of clause 2.1 does not apply. Whether leasing a Hosted Machine to GPUwerk makes the Partner a taxable person for VAT, or requires a trade licence or tax registration in its country, is for the Partner to check (clauses 2.5 and 7.1).

A1.6 VAT on the sale. The PGX Terms charge 21% Czech VAT on the sale of a Hosted Machine at Assignment, with one exception: no Czech VAT is charged, and the Partner accounts for VAT on the acquisition in its member state (reverse charge), where (a) the Partner is a business established in an EU member state other than the Czech Republic;

confirmed as valid in the EU VIES system; and (c) it declared when ordering that the machine is intended to be sent to it in the future. GPUwerk records the declaration and when it was given, checks the VAT ID in VIES again at Assignment and before it ships the machine, and issues the invoice at Assignment. A consumer, a business established in the Czech Republic or outside the EU, and a business without such a VAT ID or declaration pay 21% Czech VAT.

A2. Ownership and the Partner's rights

A2.1 From Assignment the Hosted Machine is the Partner's property. GPUwerk holds it for the Partner as lessee and housing provider. It does not form part of GPUwerk's assets. GPUwerk keeps it identifiable as the Partner's machine by its serial number in GPUwerk's records, and marks the machine or its rack position with a reference to the Partner's order. GPUwerk does not sell, pledge, lend or otherwise dispose of it, does not use it as security for its own obligations, and does not move it out of the datacenter except to send it to the Partner or with the Partner's consent.

A2.2 GPUwerk does not replace a Hosted Machine with another machine without the Partner's consent in each case.

A2.3 The Partner may at any time, by e-mail to [email protected]:

The Partner may not visit or inspect the machine at the datacenter.

A3. Lease and renting

A3.1 From the day a Hosted Machine is first enrolled and available for rent ("enters service"), the Partner leases it to GPUwerk, for use in GPUwerk's cloud service, until the lease ends under clause A3.8.

A3.2 GPUwerk rents capacity on its own account, under its own customer terms, and is the only party to its contracts with renters. Renters' payments belong to GPUwerk. GPUwerk does not collect, hold or transfer money for the Partner. For the use of the Partner's Hosted Machine, GPUwerk owes the Partner rent equal to the earnings under clause 5.1 for that machine, settled under clause 6.

A3.3 Earnings are calculated for each Hosted Machine alone, from the usage GPUwerk charges renters for that machine. They are never shared or averaged across machines or owners.

A3.4 GPUwerk offers a Hosted Machine to renters in the same pool and on the same terms as its own DGX Spark machines, and does not place renters on its own machines ahead of it. GPUwerk does not promise any availability, uptime or number of rented hours. There is no service-level agreement and no service credit for the Partner.

A3.5 Trial usage and usage funded by promotional credit may run on a Hosted Machine, as on GPUwerk's own machines; the Partner earns nothing on it. A renter's paid credit is always counted as spent before its promotional credit. The Partner agrees to such usage by accepting this agreement.

A3.6 Own use while idle. While a Hosted Machine is in service, idle and ready for a renter, the Partner's owner or an operator on the partner account may use it through GPUwerk at no charge and without credit, in an isolated instance like any renter's, under GPUwerk's ordinary customer terms. That use earns nothing. While it lasts the machine is not offered to any other renter, and GPUwerk does not end it because another renter needs a machine. Own use is not available while the machine is being unlisted under clause A4.4, after GPUwerk has dispatched it under clause A7, or while the partner account is not active, and it ends at once, with nothing to credit or reverse, if the account is suspended. The Partner may also rent GPUwerk capacity as an ordinary renter, at the ordinary price. Own use is the Partner's use of its own machine, which it keeps when it leases the machine to GPUwerk; the lease under clause A3.1 is limited accordingly. It is not part of the rent.

A3.7 For a Hosted Machine, the supply documented under the Self-billing Agreement is the lease of the machine to GPUwerk. The VAT treatment of that supply follows clause 8 of the Self-billing Agreement, which also covers a Partner that is an individual not registered for VAT.

A3.8 The Partner may end the lease at any time under clause A2.3. The lease ends when the machine is unlisted under clause A4.4. The machine then stays housed, unlisted, under clause A6 until it is shipped or collected under clause A7. Housing without renting has no time limit while this agreement runs. While the machine is unlisted it is not available for own use under clause A3.6, and the Partner has no remote access to it. The lease also ends when this agreement ends (clause 8.5).

A4. Operation, outages and maintenance

A4.1 GPUwerk installs the operating system on a Hosted Machine, tests it and puts it into service. It houses the machine in a rack, with power, cooling and network, and provides remote hands. It operates, monitors, updates and maintains the machine and its software with the same care it applies to its own DGX Spark machines.

A4.2 Time a Hosted Machine is unavailable during a rental, for any reason, is not charged to the renter and earns the Partner nothing. No rental on a Hosted Machine is forfeited, and the Partner never loses earnings already made because of an outage, a maintenance window or a move of a renter.

A4.3 GPUwerk decides when to carry out maintenance, updates and repairs. It schedules planned work outside rentals where it reasonably can. While a Hosted Machine is in maintenance or repair it takes no rental and earns nothing. GPUwerk may withdraw it from rental while it is faulty, under investigation or needed for security work, and tells the Partner if the withdrawal lasts longer than 7 days.

A4.4 The Partner cannot unlist a Hosted Machine or book maintenance for it in the partner console. It asks GPUwerk ([email protected]). GPUwerk unlists the machine within 2 business days of the request; a rental running on it is ended or its renter is moved within that time.

A5. Risk of loss, wear, repairs and insurance

A5.1 The Hosted Machine is at the Partner's risk as its owner, except as follows. While GPUwerk houses it, GPUwerk is liable for its loss or damage, as Czech law provides for a thing a party has taken over (Civil Code, section 2944), unless GPUwerk proves that the loss or damage would have occurred anyway. For a Partner that is not a consumer, that liability is limited to the machine's value at the time of the loss: the price excluding VAT the Partner paid for it, reduced straight-line over 36 months from Assignment, but never below 30% of that price. GPUwerk then repairs the machine, or pays that value, at the Partner's choice. The limit does not apply to loss or damage caused intentionally or by gross negligence. A Partner that is a consumer is compensated as the law provides, without a limit.

A5.2 Wear from ordinary use in GPUwerk's cloud during the lease is normal wear and is not damage. GPUwerk stops renting a Hosted Machine whose SSD reports that its rated endurance is used up, or reports a critical health warning, and tells the Partner, unless the Partner agrees otherwise.

A5.3 GPUwerk handles warranty claims with the manufacturer for the Partner. A fault that is not covered by warranty and not caused by GPUwerk is repaired at the Partner's cost, and only after the Partner has approved GPUwerk's written quote. Until then the machine takes no rental. If the Partner does not approve the quote, it may have the machine shipped or collected under clause A7.

A5.4 GPUwerk does not represent that Hosted Machines are insured. It meets its liability under clause A5.1 itself, whether or not it holds insurance. The Partner may insure the machine itself. GPUwerk gives the Partner's insurer the information it reasonably needs.

A5.5 Loss of earnings while a Hosted Machine is lost, damaged or under repair is excluded, except where the law does not allow it to be.

A6. Housing fee

A6.1 Housing costs EUR 29 per Hosted Machine per month, excluding VAT, or CZK 708 or USD 32 per month, excluding VAT, for a Partner that ordered in those currencies. For a Partner that ordered in PLN, HUF, RON, SEK or DKK, housing is charged in that currency: EUR 29 converted at the Czech National Bank exchange rates valid on the first day of the billing month (the last rates the Czech National Bank published before that day), rounded up to a whole unit (HUF: to 100 forints), excluding VAT; the invoice also states the VAT in CZK. VAT is added under clause A6.2. It is payable from the calendar month in which the machine enters service (clause A3.1), whether or not it is rented, until the end of the calendar month in which it leaves the datacenter (clause A7). It continues while the machine is housed unlisted. No housing fee is charged before the machine enters service.

A6.2 VAT on the housing fee: 21% Czech VAT for a consumer and for a business established in the Czech Republic; no Czech VAT, reverse charge, for a business with a valid VAT ID of another EU member state; no Czech VAT for a business established outside the EU.

A6.3 GPUwerk invoices the housing fee monthly in arrears, after the end of each calendar month, payable within 14 days. GPUwerk may set off a housing fee that is due and unpaid against the Partner's earnings after telling the Partner in writing which invoice and amount it sets off. If the housing fee is unpaid more than 30 days after a reminder, GPUwerk may unlist the machine and end the housing; clause A7.6 then applies. GPUwerk's rights under the law for an unpaid fee are unaffected, but clause A7.6 limits what GPUwerk may do with the machine.

A6.4 The monthly change of a housing fee converted from EUR 29 under clause A6.1 is not a raise of the housing fee. GPUwerk may raise the housing fee no more than once in any 12 months, by e-mail at least 60 days before the change. The Partner may reject the change before it takes effect. It then keeps the current fee for 3 months, and if it asks for the machine to be shipped within that time, GPUwerk ships it at GPUwerk's cost.

A7. Unlisting, shipping, collection and the end of housing

A7.1 The Partner may ask at any time for its Hosted Machine to be unlisted and sent to it. There is no minimum lease or housing period. GPUwerk unlists the machine under clause A4.4, wipes its storage, restores the manufacturer's stock operating system and makes it ready for shipping within 10 business days of the request.

A7.2 GPUwerk ships by DHL Express to the address the Partner gives, at the price for the destination country published at gpuwerk.com/shipping on the day of the request, plus transit insurance at 1% of the price excluding VAT the Partner paid for the machine (at least DHL's minimum premium), plus VAT where it applies. GPUwerk invoices them when it ships the machine. GPUwerk does not ship a machine to a Restricted Country, or where sanctions or export rules forbid it. Customs duties, import taxes and import formalities are for the Partner. The Partner may instead collect the machine in person at a time GPUwerk offers, without shipping cost; handing the machine over is not a visit under clause A2.3.

A7.3 The machine is already the Partner's property, so shipping it is not a further sale. For a machine sold without Czech VAT under clause A1.6, shipping it to the Partner is the dispatch the Partner declared when ordering: GPUwerk does not ship it while VIES does not confirm the Partner's VAT ID, and the Partner gives GPUwerk the confirmation of receipt GPUwerk asks for as proof of the transport. For any other machine, if the Partner is a business established in another EU member state, moving its own machine there from the Czech Republic may require it to register for VAT in the Czech Republic; it should ask its adviser before asking for shipping.

A7.4 Earnings up to the unlisting are settled in the ordinary monthly cycle.

A7.5 If this agreement ends for any reason, the lease ends and the machine is unlisted. If GPUwerk ends this agreement under clause 8.1 without cause, it ships the machine at GPUwerk's cost.

A7.6 Machines not collected. If the Partner does not give a delivery address, or collect the machine, within 60 days of GPUwerk's request after the housing has ended, GPUwerk may store it from then on at the housing fee. GPUwerk keeps looking after a stored machine with due care. It does not sell, keep for itself or otherwise dispose of the machine except through a procedure the law allows, and for a Partner that is a consumer only through a court or a public auction.

SCHEDULE B: SENT-IN MACHINES

B1. Scope and how Schedule A applies

B1.1 This Schedule applies to each Sent-in Machine (clause 2.1(c)): a machine with an NVIDIA GB10 Superchip, of any maker and model, that the Partner owns and sends to GPUwerk to be housed and operated in its datacenter in the Czech Republic. GPUwerk decides at intake (clause B4) whether a machine is a GB10 machine it can operate.

B1.2 Schedule A applies to a Sent-in Machine as if it were a Hosted Machine, except as this Schedule provides. Wherever Schedule A refers to Assignment, read "confirmed intake" (clause B4.3); wherever it refers to the PGX Terms, they do not apply. Clauses A1.1 and A1.4 do not apply. Clause A1.5 applies: a Partner whose only machines are Sent-in Machines may be a consumer.

B1.3 The Partner asks for hosting in its GPUwerk account, giving the maker, model and serial number of the machine and the country it will be shipped from. GPUwerk confirms each request automatically, unless it has paused confirmations, in which case it confirms or declines the request within a reasonable time. GPUwerk may decline a request when it has no rack space. On confirmation GPUwerk gives the Partner the delivery address and an intake reference. The Partner does not ship a machine before GPUwerk has confirmed the request.

B1.4 A Partner that is a consumer may withdraw from this agreement without giving reasons within 14 days of accepting it, by a clear statement sent to GPUwerk by e-mail (clause A2.3). The withdrawal ends this agreement for its Sent-in Machines. No housing fee is charged for a machine whose Partner withdraws under this clause. A machine GPUwerk has already received, or receives later, is shipped back to the Partner under clause B7 at GPUwerk's cost. Mandatory consumer law prevails over this clause.

B2. Ownership

B2.1 By sending a request the Partner declares that it owns the machine outright, or is entitled to have it hosted and rented out under this agreement, and that no third party has a right in the machine that this agreement would infringe. GPUwerk records the declaration and its time with the request and does not ask for an invoice or other proof. The Partner tells GPUwerk at once if the declaration stops being true.

B2.2 If a third party claims the machine, GPUwerk may unlist it and hold it until the claim is resolved. GPUwerk hands a claimed machine over only to the Partner, to a person the Partner names in writing, or as a final decision of a court or authority requires. If the Partner's declaration under clause B2.1 was untrue, the Partner compensates GPUwerk for its reasonable costs of the claim.

B2.3 A Sent-in Machine stays the Partner's property throughout. Clauses A2.1 and A2.2 apply to it from the day GPUwerk confirms its receipt.

B3. Sending the machine to GPUwerk

B3.1 GPUwerk accepts Sent-in Machines shipped from a member state of the European Union only. If the Partner is a business, moving its own machine from another member state into the Czech Republic may require it to register or report for VAT; it should ask its adviser before it ships, as clause A7.3 says for the opposite direction.

B3.2 The Partner ships the machine, insured, at its own cost, to the address and with the intake reference GPUwerk gave it. GPUwerk may also offer a prepaid DHL label, which it invoices to the Partner at the price it states when the label is ordered; until GPUwerk publishes that price, the label is not offered.

B3.3 The machine travels at the Partner's risk until GPUwerk confirms in the partner console, or by e-mail, that it has received it.

B4. Intake check and wiping

B4.1 On receipt GPUwerk photographs the machine, checks that its serial number matches the request, powers it on, checks that it has an NVIDIA GB10 Superchip and runs Arm (aarch64), checks the health of its SSD, and runs the burn-in test it runs on its own machines. There is no intake fee.

B4.2 GPUwerk wipes the machine's storage and installs the operating system its fleet runs (NVIDIA DGX OS with GPUwerk's fleet agent), without asking the Partner again. The Partner backs up and removes its own data before shipping. GPUwerk does not read, copy or keep anything it finds on the machine, and is not liable for data on the machine when it arrives. If personal data is left on the machine, GPUwerk's only handling of it is erasing it together with the rest of the storage.

B4.3 "Confirmed intake" is GPUwerk recording that the machine passed the intake check. GPUwerk then installs it and puts it into service under clause A4.1.

B4.4 If the machine fails the intake check, a fault found at intake is the Partner's. GPUwerk tells the Partner what it found, and the Partner chooses either to have the machine shipped back under clause B7, or to have it repaired once it has approved GPUwerk's written quote. Both are at the Partner's cost. A repaired machine is checked again.

B5. Risk, liability, insurance and warranty

B5.1 Clause A5 applies from confirmed intake. Between GPUwerk's confirmation of receipt and confirmed intake, GPUwerk is liable for the machine's loss or damage as clauses A5.1 and B5.2 to B5.4 set out, except for a fault the machine already had when it arrived, which is the Partner's (clause B4.4).

B5.2 Table Value. GPUwerk publishes a Hosted Machine Value Table, versioned, with an effective date, and updated quarterly. For each model and SSD size it states a reference price excluding VAT: GPUwerk's store price where GPUwerk sells the model, otherwise a documented EU retail or manufacturer list price with its source and date. A machine's "Table Value" on a given day is its reference price multiplied by 1 minus its age in months divided by 36, but never by less than 0.30. Age runs from the manufacture date GPUwerk reads from the machine's label or serial number at intake, or, if it cannot be read, from the model's launch date in the table. If the Partner shows a purchase document with a later date, age runs from that date instead; a document can raise the Table Value but never above the reference price. GPUwerk records at confirmed intake the table version, the reference price and the date age runs from, and later versions of the table do not change them. GPUwerk does not accept a machine of a model for which the table has no reference price. The Partner sees the table before it ships.

B5.3 For a Partner that is not a consumer, the value in clause A5.1 is the Table Value on the day of the loss: GPUwerk's liability for loss of or damage to a Sent-in Machine is limited to it, and GPUwerk repairs the machine or pays the Table Value, at the Partner's choice. The limit does not apply to damage caused intentionally or by gross negligence.

B5.4 For a Partner that is a consumer, if the machine is lost or destroyed while GPUwerk is liable for it, GPUwerk pays its Table Value without asking for proof of value. This does not limit the consumer's right to claim a higher usual price of the machine at the time of the loss. The Table Value is a settlement amount, not a limit. It is worked out on the terms recorded at confirmed intake (clause B5.2), so a later version of the table does not change it.

B5.5 The insured value for transit insurance under clause A7.2 is the Table Value on the day of dispatch.

B5.6 Instead of clause A5.4: GPUwerk does not insure Sent-in Machines. It meets its liability for their loss or damage under clauses A5.1, B5.3 and B5.4 itself. The Partner may insure the machine itself.

B5.7 Instead of clause A5.3: the Partner keeps its own warranty claims against the manufacturer or seller. At the Partner's request GPUwerk ships the machine to the manufacturer's service point, at the Partner's cost under clause B7.

B6. Housing, earnings, own use and term

B6.1 Clause A6 applies: housing costs EUR 29 per Sent-in Machine per month, excluding VAT (or CZK 708 or USD 32, or in PLN, HUF, RON, SEK or DKK converted under clause A6.1), with VAT under clause A6.2. It is payable from the calendar month in which GPUwerk installs the machine. Clauses A3.7 and 7.3 apply to the lease of a Sent-in Machine.

B6.2 The Partner earns under clause 5.1 (70% of the amount actually charged), and GPUwerk offers the machine to renters on the same terms as its own DGX Spark machines (clause A3.4).

B6.3 Clause A3.6 (own use while idle) applies.

B6.4 There is no minimum lease or housing period.

B7. Return

B7.1 The Partner may ask at any time for its Sent-in Machine to be shipped back. Clause A7 applies: GPUwerk wipes it before it leaves, and the Partner pays DHL Express shipping at the price published at gpuwerk.com/shipping on the day of the request, plus transit insurance at 1% of the Table Value (clause B5.5), plus VAT where it applies. If GPUwerk ends this agreement without cause, it ships the machine at its own cost.

B7.2 Instead of restoring the manufacturer's stock operating system under clause A7.1, GPUwerk wipes the machine's storage before it leaves. The Partner restores the stock operating system with the manufacturer's recovery medium (clause 3.5).

B8. Visits

B8.1 Clause A2.3 applies: the Partner may not visit or inspect the machine at the datacenter, and GPUwerk provides photos or a video on request (clause A2.3(e)).

B9. Machines not collected

B9.1 Instead of the first sentence of clause A7.6: if the Partner neither asks for the machine to be shipped nor collects it within 30 days after this agreement ends for it, GPUwerk stores it from then on at the housing fee under clause A6. The rest of clause A7.6 applies.